Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
[x] Quarterly
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For
the quarterly period ended
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September 30, 2009
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or
[ ] Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For
the transition period from
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to
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Commission_File_Number_
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333-37504
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ICON Income Fund Eight B
L.P.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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13-4101114
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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100 Fifth Avenue, 4th Floor, New York, New York
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10011
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(Address
of principal executive offices)
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(Zip
code)
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(212) 418-4700
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Registrant's
telephone number, including area
code
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Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes
[x] No [ ]
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).
[ ]
Yes [ ] No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer,’’ ‘‘accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ] Accelerated
filer [ ] Non-accelerated filer [x]
Smaller reporting company [ ]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
[ ] Yes [x]
No
Number of
outstanding units of limited partnership interests of the registrant
on November 1, 2009 is 740,380.
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Table
of Contents
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Page
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(A
Delaware Limited Partnership)
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||||||||
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Consolidated
Balance Sheets
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||||||||
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Assets
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||||||||
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September
30,
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||||||||
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2009
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December
31,
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|||||||
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(unaudited)
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2008
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|||||||
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Current
assets:
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||||||||
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Cash
and cash equivalents
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$ | 49,619 | $ | 167,128 | ||||
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Current
portion of net investment in finance lease
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2,216,243 | 2,009,175 | ||||||
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Other
current assets
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37,338 | 68,751 | ||||||
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Total
current assets
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2,303,200 | 2,245,054 | ||||||
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Non-current
assets:
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||||||||
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Net
investment in finance lease, less current portion
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1,222,391 | 2,911,511 | ||||||
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Leased
equipment at cost (less accumulated depreciation of $32,785,050 and
$29,921,414, respectively)
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42,631,670 | 45,495,306 | ||||||
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Investments
in joint ventures
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1,212,987 | 1,267,392 | ||||||
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Other
non-current assets, net
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1,263,490 | 1,286,384 | ||||||
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Total
non-current assets
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46,330,538 | 50,960,593 | ||||||
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Total
Assets
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$ | 48,633,738 | $ | 53,205,647 | ||||
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Liabilities
and Partners' Equity
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||||||||
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Current
liabilities:
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||||||||
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Current
portion of non-recourse long-term debt
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$ | 3,916,832 | $ | 4,029,270 | ||||
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Revolving
line of credit, recourse
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365,000 | 1,185,000 | ||||||
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Deferred
revenue
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572,727 | 450,000 | ||||||
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Due
to affiliates
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143,070 | 143,070 | ||||||
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Accrued
expenses and other current liabilities
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193,370 | 336,796 | ||||||
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Total
current liabilities
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5,190,999 | 6,144,136 | ||||||
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Non-current
liabilities:
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||||||||
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Non-recourse
long-term debt, less current portion
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35,432,623 | 38,317,033 | ||||||
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Total
Liabilities
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40,623,622 | 44,461,169 | ||||||
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Commitments
and contingencies (Note 10)
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||||||||
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Partners'
Equity:
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||||||||
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Limited
Partners
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8,579,073 | 9,306,093 | ||||||
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General
Partner
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(568,957 | ) | (561,615 | ) | ||||
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Total
Partners' Equity
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8,010,116 | 8,744,478 | ||||||
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Total
Liabilities and Partners' Equity
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$ | 48,633,738 | $ | 53,205,647 | ||||
See
accompanying notes to consolidated financial statements.
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(A
Delaware Limited Partnership)
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||||||||||||||||
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Consolidated
Statements of Operations
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||||||||||||||||
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(unaudited)
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||||||||||||||||
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Three Months Ended September
30,
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Nine Months Ended September
30,
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|||||||||||||||
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2009
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2008
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2009
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2008
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Revenue:
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||||||||||||||||
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Rental
income
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$ | 1,594,091 | $ | 1,594,091 | $ | 4,782,273 | $ | 4,782,273 | ||||||||
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Finance
income
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124,650 | 190,311 | 425,213 | 615,509 | ||||||||||||
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Loss
from investments in joint ventures
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(13,726 | ) | (51,498 | ) | (54,405 | ) | (2,102,349 | ) | ||||||||
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Interest
and other income
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- | 37 | - | 380 | ||||||||||||
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Total
revenue
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1,705,015 | 1,732,941 | 5,153,081 | 3,295,813 | ||||||||||||
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Expenses:
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||||||||||||||||
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Depreciation
and amortization
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961,248 | 964,777 | 2,886,499 | 2,896,729 | ||||||||||||
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Impairment
loss
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- | - | - | 3,888,367 | ||||||||||||
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Interest
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635,479 | 702,058 | 1,937,533 | 2,141,410 | ||||||||||||
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General
and administrative
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68,040 | 234,450 | 356,686 | 672,855 | ||||||||||||
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Total
expenses
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1,664,767 | 1,901,285 | 5,180,718 | 9,599,361 | ||||||||||||
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Net
income (loss)
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$ | 40,248 | $ | (168,344 | ) | $ | (27,637 | ) | $ | (6,303,548 | ) | |||||
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Net
income (loss) allocable to:
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||||||||||||||||
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Limited
Partners
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$ | 39,845 | $ | (166,661 | ) | $ | (27,361 | ) | $ | (6,240,513 | ) | |||||
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General
Partner
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403 | (1,683 | ) | (276 | ) | (63,035 | ) | |||||||||
| $ | 40,248 | $ | (168,344 | ) | $ | (27,637 | ) | $ | (6,303,548 | ) | ||||||
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Weighted
average number of units of limited
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||||||||||||||||
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partnership
interests outstanding
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740,380 | 740,380 | 740,380 | 740,421 | ||||||||||||
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Net
income (loss) per weighted average
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||||||||||||||||
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unit
of limited partnership interests
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$ | 0.05 | $ | (0.23 | ) | $ | (0.04 | ) | $ | (8.43 | ) | |||||
See accompanying notes to consolidated financial
statements.
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(A
Delaware Limited Partnership)
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||||||||||||||||
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Consolidated
Statements of Changes in Partners' Equity
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Units
of Limited
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Total
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|||||||||||||||
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Partnership
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Limited
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General
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Partners'
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|||||||||||||
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Interests
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Partners
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Partner
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Equity
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Balance,
December 31, 2008
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740,380 | $ | 9,306,093 | $ | (561,615 | ) | $ | 8,744,478 | ||||||||
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Cash
distributions to partners
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- | (299,854 | ) | (3,029 | ) | (302,883 | ) | |||||||||
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Net
loss
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- | (11,306 | ) | (114 | ) | (11,420 | ) | |||||||||
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Balance,
March 31, 2009 (unaudited)
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740,380 | 8,994,933 | (564,758 | ) | 8,430,175 | |||||||||||
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Cash
distributions to partners
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- | (299,854 | ) | (3,028 | ) | (302,882 | ) | |||||||||
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Net
loss
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- | (55,900 | ) | (565 | ) | (56,465 | ) | |||||||||
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Balance,
June 30, 2009 (unaudited)
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740,380 | 8,639,179 | (568,351 | ) | 8,070,828 | |||||||||||
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Cash
distributions to partners
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- | (99,951 | ) | (1,009 | ) | (100,960 | ) | |||||||||
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Net
income
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- | 39,845 | 403 | 40,248 | ||||||||||||
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Balance,
September 30, 2009 (unaudited)
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740,380 | $ | 8,579,073 | $ | (568,957 | ) | $ | 8,010,116 | ||||||||
See
accompanying notes to consolidated financial statements.
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(A
Delaware Limited Partnership)
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||||||||
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Consolidated
Statements of Cash Flows
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||||||||
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(unaudited)
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||||||||
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Nine Months Ended
September 30,
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||||||||
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2009
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2008
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|||||||
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Cash
flows from operating activities:
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||||||||
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Net
loss
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$ | (27,637 | ) | $ | (6,303,548 | ) | ||
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Adjustments
to reconcile net loss to net cash provided by
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||||||||
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operating
activities:
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||||||||
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Rental
income paid directly to lenders by lessees
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(4,905,000 | ) | (4,905,000 | ) | ||||
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Finance
income
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(425,213 | ) | (615,509 | ) | ||||
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Loss
from investments in joint ventures
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54,405 | 2,102,349 | ||||||
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Depreciation
and amortization
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2,886,499 | 2,896,729 | ||||||
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Impairment
loss
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- | 3,888,367 | ||||||
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Interest
expense on non-recourse financing paid directly to lenders by
lessees
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1,885,198 | 2,087,141 | ||||||
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Interest
expense from amortization of debt financing costs
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25,392 | 9,495 | ||||||
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Changes
in operating assets and liabilities:
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||||||||
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Collection
of finance leases
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1,884,403 | 1,884,403 | ||||||
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Other
assets, net
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28,915 | (28,420 | ) | |||||
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Deferred
revenue
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122,727 | 122,727 | ||||||
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Accrued
expenses and other current liabilities
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(120,473 | ) | 153,651 | |||||
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Net
cash provided by operating activities
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1,409,216 | 1,292,385 | ||||||
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Cash
flows from financing activities:
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||||||||
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Repayment
of revolving line of credit
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(820,000 | ) | - | |||||
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Cash
distributions to partners
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(706,725 | ) | (1,542,574 | ) | ||||
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Units
of limited partnership interests redeemed
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- | (3,473 | ) | |||||
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Net
cash used in financing activities
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(1,526,725 | ) | (1,546,047 | ) | ||||
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Net
decrease in cash and cash equivalents
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(117,509 | ) | (253,662 | ) | ||||
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Cash
and cash equivalents, beginning of the period
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167,128 | 414,156 | ||||||
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Cash
and cash equivalents, end of the period
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$ | 49,619 | $ | 160,494 | ||||
See
accompanying notes to consolidated financial statements.
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ICON
Income Fund Eight B L.P.
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||||||||
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(A
Delaware Limited Partnership)
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||||||||
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Consolidated
Statements of Cash Flows
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||||||||
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(unaudited)
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||||||||
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Nine Months Ended
September 30,
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||||||||
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2009
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2008
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Supplemental
disclosure of cash flow information:
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||||||||
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Cash
paid during the period for interest
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$ | 26,943 | $ | 54,566 | ||||
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Supplemental
disclosure of non-cash operating activities:
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||||||||
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Principal
and interest paid on non-recourse long-term debt directly
to
|
||||||||
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lenders
by lessees
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$ | 4,905,000 | $ | 4,905,000 | ||||
See
accompanying notes to consolidated financial statements.
5
(A
Delaware Limited Partnership)
Notes to
Consolidated Financial Statements
September
30, 2009
(unaudited)
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(1)
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Organization
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ICON
Income Fund Eight B L.P. (the “Partnership”) was formed on February 7, 2000 as a
Delaware limited partnership. The Partnership is engaged in one business
segment, the business of purchasing equipment and leasing it to third parties,
providing equipment financing and, to a lesser degree, acquiring ownership
rights to items of leased equipment at lease expiration. The Partnership will
continue until December 31, 2017, unless terminated sooner.
The
general partner of the Partnership is ICON Capital Corp., a Delaware corporation
(the “General Partner”). The General Partner manages and controls the business
affairs of the Partnership, including, but not limited to, the equipment leases
that the Partnership entered into pursuant to the terms of the Partnership’s
amended and restated limited partnership agreement (the “LP
Agreement”). Additionally, the General Partner has a 1% interest in
the profits, losses, cash distributions and liquidation proceeds of the
Partnership.
Effective
June 16, 2007, the Partnership completed its operating period. On
June 17, 2007, the Partnership entered its liquidation period, during which the
Partnership will sell its assets in the normal course of business.
Partners’
capital accounts are increased for their initial capital contribution plus their
proportionate share of earnings and decreased by their proportionate share of
losses and distributions. Profits, losses, cash distributions and liquidation
proceeds are allocated 99% to the limited partners and 1% to the General Partner
until each limited partner has (a) received cash distributions and liquidation
proceeds sufficient to reduce its adjusted capital account to zero and (b)
received, in addition, other distributions and allocations that would provide an
8% per year cumulative return, compounded daily, on its outstanding
adjusted capital account. After such time, distributions will be allocated 90%
to the limited partners and 10% to the General Partner.
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(2)
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Summary
of Significant Accounting Policies
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Basis of
Presentation and Consolidation
The
accompanying consolidated financial statements of the Partnership have been
prepared in accordance with U.S. generally accepted accounting principles (“US
GAAP”) for interim financial information and pursuant to the rules and
regulations of the Securities and Exchange Commission for Quarterly Reports on
Form 10-Q. In the opinion of the General Partner, all adjustments considered
necessary for a fair presentation have been included. These
consolidated financial statements should be read together with the consolidated
financial statements and notes included in the Partnership’s Annual Report on
Form 10-K for the year ended December 31, 2008. The results for the
interim period are not necessarily indicative of the results for the full
year. The General Partner has evaluated all subsequent events through
November 5, 2009, the date the consolidated financial statements were
issued.
The
consolidated financial statements include the accounts of the Partnership and
its majority-owned subsidiaries. All intercompany accounts and transactions have
been eliminated in consolidation. In joint ventures where the Partnership has
majority ownership, the financial condition and results of operations of the
joint venture are consolidated. Noncontrolling interest represents the minority
owner's proportionate share of its equity in the joint venture. The
noncontrolling interest is adjusted for the minority owner's share of
the earnings, losses, investments and distributions of the joint
venture.
6
ICON
Income Fund Eight B L.P.
(A
Delaware Limited Partnership)
Notes to
Consolidated Financial Statements
September
30, 2009
(unaudited)
|
(2)
|
Summary
of Significant Accounting Policies -
continued
|
The Partnership accounts for its
noncontrolling interests in joint ventures where the Partnership has influence
on financial and operational matters, generally 50% or less ownership interest,
under the equity method of accounting. In such cases, the
Partnership’s original investments are recorded at cost and adjusted for its
share of earnings, losses and distributions. The Partnership accounts for
investments in joint ventures where the Partnership has virtually no influence
over financial and operational matters using the cost method of accounting. In
such cases, the Partnership’s original investments are recorded at cost and any
distributions received are recorded as revenue. All of the
Partnership’s investments in joint ventures are subject to its impairment review
policy.
Effective
January 1, 2009, the Partnership adopted and, for presentation and disclosure
purposes, retrospectively applied the accounting pronouncement relating to
noncontrolling interests in consolidated financial statements. As a
result, noncontrolling interests are reported as a separate component of
consolidated equity and net loss attributable to the noncontrolling interest is
included in consolidated net income (loss). The adoption of this standard had no
impact on the Partnership’s consolidated financial statements for the nine
months ended September 30, 2009.
Use of
Estimates
The
preparation of financial statements in conformity with US GAAP requires the
General Partner to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities as of the date of the consolidated financial statements and the
reported amounts of revenue and expenses during the reporting period.
Significant estimates primarily include the determination of allowance for
doubtful accounts, depreciation and amortization, impairment losses, estimated
useful lives and residual values. Actual results could differ from
those estimates.
Reclassifications
Certain
reclassifications have been made to the accompanying consolidated financial
statements in prior periods to conform to the current presentation.
Recently
Adopted Accounting Pronouncements
On
January 1, 2009, the Partnership adopted the accounting pronouncement relating
to accounting for fair value measurements, which establishes a framework for
measuring fair value and enhances fair value measurement disclosure for
non-financial assets and liabilities. The adoption of this accounting
pronouncement for non-financial assets and liabilities did not have a
significant impact on the Partnership’s consolidated financial
statements.
During the quarter ended June 30, 2009,
the Partnership adopted the accounting pronouncement that provides additional
guidance for estimating fair value in accordance with the accounting standard
for fair value measurements when the volume and level of activity for the asset
or liability have significantly decreased. This pronouncement also provides
guidance for identifying transactions that are not orderly. This pronouncement
was effective prospectively for all interim and annual reporting periods ending
after June 15, 2009. The adoption of this accounting pronouncement did not have
a significant impact on the Partnership’s consolidated financial
statements.
7
ICON
Income Fund Eight B L.P.
(A
Delaware Limited Partnership)
Notes to
Consolidated Financial Statements
September
30, 2009
(unaudited)
|
(2)
|
Summary
of Significant Accounting Policies -
continued
|
During
the quarter ended June 30, 2009, the Partnership adopted the accounting
pronouncement that amends the requirements for disclosures about fair value of
financial instruments, regarding the fair value of financial instruments for
annual, as well as interim, reporting periods. This pronouncement was effective
prospectively for all interim and annual reporting periods ending after
June 15,
2009. The adoption of this accounting pronouncement did not have a significant
impact on the Partnership’s consolidated financial statements.
During
the quarter ended June 30, 2009, the Partnership adopted the accounting
pronouncement regarding the general standards of accounting for, and disclosure
of, events that occur after the balance sheet date but before the financial
statements are issued. This pronouncement was effective prospectively for
interim and annual reporting periods ending after June 15, 2009. The adoption of
this accounting pronouncement did not have a significant impact on the
Partnership’s consolidated financial statements.
During
the quarter ended September 30, 2009, the Partnership adopted Accounting
Standards Codification 105, “Generally Accepted Accounting Principles,” which
establishes the Financial Accounting Standards Board Accounting Standards
Codification (the “Codification”), which supersedes all existing accounting
standard documents and will become the single source of authoritative
non-governmental US GAAP. All other accounting literature not
included in the Codification will be considered
non-authoritative. This accounting standard is effective for interim
and annual periods ending after September 15, 2009. The Partnership
has conformed its consolidated financial statements and related notes to the new
Codification for the quarter ended September 30, 2009.
|
(3)
|
Net
Investment in Finance Lease
|
Net
investment in finance lease consisted of the following:
|
September
30,
|
December
31,
|
|||||||
|
2009
|
2008
|
|||||||
|
Minimum
rents receivable
|
$ | 3,768,806 | $ | 5,653,209 | ||||
|
Estimated
residual value
|
1 | 1 | ||||||
|
Initial
direct costs, net
|
18,762 | 41,624 | ||||||
|
Unearned
income
|
(348,935 | ) | (774,148 | ) | ||||
|
Net
investment in finance lease
|
3,438,634 | 4,920,686 | ||||||
|
Less: Current
portion of net
|
||||||||
|
investment
in finance lease
|
2,216,243 | 2,009,175 | ||||||
|
Net
investment in finance lease,
|
||||||||
|
less
current portion
|
$ | 1,222,391 | $ | 2,911,511 | ||||
8
ICON
Income Fund Eight B L.P.
(A
Delaware Limited Partnership)
Notes to
Consolidated Financial Statements
September
30, 2009
(unaudited)
|
(4)
|
Leased
Equipment at Cost
|
Leased
equipment at cost consisted of the following:
|
September
30,
|
December
31,
|
|||||||
|
2009
|
2008
|
|||||||
|
Aircraft
and aircraft related equipment
|
$ | 75,416,720 | $ | 75,416,720 | ||||
|
Less:
Accumulated depreciation
|
32,785,050 | 29,921,414 | ||||||
| $ | 42,631,670 | $ | 45,495,306 | |||||
Depreciation expense was $954,545 for
the three months ended September 30, 2009 and 2008. Depreciation expense for the
nine months ended September 30, 2009 and 2008 was $2,863,636.
|
(5)
|
Investments
in Joint Ventures
|
The
Partnership and one of its affiliates, ICON Income Fund Nine, LLC, an entity
also managed and controlled by the General Partner (“Fund Nine”), formed a joint
venture, discussed below, for the purpose of acquiring and managing a leased
aircraft. The Partnership and Fund Nine have substantially identical
investment objectives and participate on the same terms and
conditions. Each of the Partnership and Fund Nine has a right of
first refusal to purchase the equipment, on a pro-rata basis, if the other
member desires to sell its interest in the equipment or joint
venture.
ICON
Aircraft 126, LLC
During
February 2002, the Partnership and Fund Nine formed ICON Aircraft 126, LLC
(“ICON 126”) for the purpose of acquiring all of the outstanding shares of Delta
Aircraft Leasing Limited, a Cayman Islands registered company that owns, through
an owner trust, an Airbus A340-313X MSN 126 (“Aircraft 126”). Aircraft 126 was
subject to a lease with Cathay Pacific Airways Limited at the time of purchase,
which was consummated during March 2002. The lease was initially scheduled to
expire in March 2006, but has been extended to July 1, 2011. The Partnership and
Fund Nine each have a 50% ownership interest in ICON 126.
Information
as to the results of operations of ICON 126 is summarized below:
|
Three Months Ended September
30,
|
Nine Months Ended September
30,
|
|||||||||||||||
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||
|
Revenue
|
$ | 1,592,143 | $ | 1,592,785 | $ | 4,776,433 | $ | 4,778,327 | ||||||||
|
Net
loss
|
$ | (27,452 | ) | $ | (102,997 | ) | $ | (108,810 | ) | $ | (4,204,698 | ) | ||||
|
Partnership's
share of net loss
|
$ | (13,726 | ) | $ | (51,498 | ) | $ | (54,405 | ) | $ | (2,102,349 | ) | ||||
9
ICON
Income Fund Eight B L.P.
(A
Delaware Limited Partnership)
Notes to
Consolidated Financial Statements
September
30, 2009
(unaudited)
|
(5)
|
Investments
in Joint Ventures - continued
|
Net loss in joint ventures for the nine
months ended September 30, 2008 was primarily due to the recognition of an
impairment loss of $3,900,000 by ICON 126. ICON 126 did not record a similar
impairment charge during the nine months ended September 30, 2009.
|
(6)
|
Non-Recourse
Long-Term Debt
|
The
aggregate maturities of non-recourse long-term debt consisted of the following
at September 30, 2009:
|
For
the period October 1 to December 31, 2009
|
$ | 1,032,422 | ||
|
For
the year ending December 31, 2010
|
3,826,797 | |||
|
For
the year ending December 31, 2011
|
34,490,236 | |||
| $ | 39,349,455 |
|
(7)
|
Revolving
Line of Credit, Recourse
|
The Partnership and certain entities
sponsored and organized by the General Partner, Fund Nine, ICON Income Fund Ten,
LLC (“Fund Ten”), ICON Leasing Fund Eleven, LLC (“Fund Eleven”), ICON Leasing
Fund Twelve, LLC (“Fund Twelve”) and ICON Equipment and Corporate Infrastructure
Fund Fourteen, L.P. (“Fund Fourteen” and, together with the Partnership, Fund
Nine, Fund Ten, Fund Eleven and Fund Twelve, the “Borrowers”), are parties to a
Commercial Loan Agreement, as amended (the “Loan Agreement”), with California
Bank & Trust (“CB&T”). The Loan Agreement provides for a revolving line
of credit of up to $30,000,000 pursuant to a senior secured revolving loan
facility (the “Facility”), which is secured by all assets of the Borrowers not
subject to a first priority lien, as defined in the Loan Agreement. Each of the
Borrowers is jointly and severally liable for all amounts borrowed under the
Facility. At September 30, 2009, no amounts were accrued related to the
Partnership’s joint and several obligations under the Facility. Amounts
available under the Facility are subject to a borrowing base that is determined,
subject to certain limitations, on the present value of the future receivables
under certain lease agreements and loans in which the Borrowers have a
beneficial interest.
The Facility expires on June 30, 2011
and the Borrowers may request a one year extension to the revolving line of
credit within 390 days of the then-current expiration date, but CB&T has no
obligation to extend. The interest rate for general advances under the Facility
is CB&T’s prime rate and the interest rate on up to five separate advances
that are permitted to be made under the Facility is the rate at which U.S.
dollar deposits can be acquired by CB&T in the London Interbank Eurocurrency
Market plus 2.5% per year, provided that neither interest rate is permitted to
be less than 4.0% per year. The interest rate at September 30, 2009 was 4.0%. In
addition, the Borrowers are obligated to pay a quarterly commitment fee of 0.50%
on unused commitments under the Facility.
Aggregate borrowings by all Borrowers
under the Facility amounted to $7,625,000 at September 30, 2009. The balances of
$365,000 and $7,260,000 were borrowed by the Partnership and Fund Eleven,
respectively. Subsequent to September 30, 2009, the Partnership and Fund Eleven
repaid $150,000 and $5,000,000, respectively, which reduced the Partnership’s
and Fund Eleven’s outstanding loan balances to $215,000 and $2,260,000,
respectively.
10
ICON
Income Fund Eight B L.P.
(A
Delaware Limited Partnership)
Notes to
Consolidated Financial Statements
September
30, 2009
(unaudited)
|
(7)
|
Revolving
Line of Credit, Recourse -
continued
|
Pursuant
to the Loan Agreement, the Borrowers are required to comply with certain
covenants. At September 30, 2009, the Borrowers were in compliance
with all covenants.
|
(8)
|
Fair
Value of Financial Instruments
|
Fair value information with respect to
the Partnership's leased assets and liabilities is not separately provided since
(i) the current accounting pronouncement does not require fair value disclosures
of lease arrangements and (ii) the carrying value of financial assets, other
than lease-related investments, and the recorded value of recourse debt
approximates fair value due to their short-term maturities and variable interest
rates. The fair value of the Partnership's fixed rate note payable is estimated
using a discounted cash flow analysis, based on the current incremental
borrowing rate of the most recent borrowings by the Partnership and the other
programs sponsored by the General Partner.
|
Carrying Amount
|
Fair Value
|
|||||||
|
Fixed
rate non-recourse long-term debt
|
$ | 39,349,455 | $ | 41,037,925 | ||||
|
(9)
|
Transactions
with Related Parties
|
In accordance with the terms of the LP
Agreement, the Partnership paid the General Partner (i) management fees ranging
from 1% to 7% based on a percentage of the rentals recognized either directly by
the Partnership or through its joint ventures and (ii) acquisition fees, through
the end of the reinvestment period, of 3% of the purchase price of the
Partnership’s investments. In addition, the General Partner was
reimbursed for administrative expenses incurred in connection with the
Partnership’s
operations. The General Partner also has a 1% interest in the Partnership’s
profits, losses, cash distributions and liquidation proceeds.
The
General Partner performs certain services relating to the management of the
Partnership’s equipment leasing and other financing activities. Such
services include, but are not limited to, the collection of lease payments from
the lessees of the equipment, re-leasing services in connection with equipment
which is off-lease, inspections of the equipment, liaising with and general
supervision of lessees to ensure that the equipment is being properly operated
and maintained, monitoring performance by the lessees of their obligations under
the leases and the payment of operating expenses.
Administrative expense reimbursements
are costs incurred by the General Partner or its affiliates that are necessary
to the Partnership’s operations. These costs include the General Partner’s
and its affiliates’ legal, accounting, investor relations and operations
personnel, as well as professional fees and other costs that are charged to the
Partnership based upon the percentage of time such personnel dedicate to the
Partnership. Excluded are salaries and related costs, travel expenses and
other administrative costs incurred by individuals with a controlling interest
in the General Partner.
Effective
May 1, 2006, the General Partner waived its rights to all future management fees
and administrative expense reimbursements.
|
(10)
|
Commitments
and Contingencies
|
At the
time the Partnership acquires or divests of its interest in an equipment lease
or other financing transaction, the Partnership may, under very limited
circumstances, agree to indemnify the seller or buyer for specific contingent
liabilities. The General Partner believes that any liability of the
Partnership that may arise as a result of any such indemnification obligation
will not have a material adverse effect on the consolidated financial condition
of the Partnership taken as a whole.
The
following is a discussion of our current financial position and results of
operations. This discussion should be read together with our unaudited
consolidated financial statements and related notes included elsewhere in this
Quarterly Report on Form 10-Q and the audited consolidated financial statements
and related notes included in our Annual Report on Form 10-K for the year ended
December 31, 2008. This discussion should also be read in conjunction
with the disclosure below regarding “Forward-Looking Statements” and the “Risk
Factors” set forth in Item 1A of Part II of this Quarterly Report on Form
10-Q.
As used
in this Quarterly Report on Form 10-Q, references to “we,” “us,” “our” or
similar terms include ICON Income Fund Eight B L.P. and its consolidated
subsidiaries.
Forward-Looking
Statements
Certain
statements within this Quarterly Report on Form 10-Q may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 (“PSLRA”). These statements are being
made pursuant to the PSLRA, with the intention of obtaining the benefits of the
“safe harbor” provisions of the PSLRA, and, other than as required by law, we
assume no obligation to update or supplement such
statements. Forward-looking statements are those that do not relate
solely to historical fact. They include, but are not limited to, any
statement that may predict, forecast, indicate or imply future results,
performance, achievements or events. You can identify these
statements by the use of words such as “may,” “will,” “could,” “anticipate,”
“believe,” “estimate,” “expect,” “continue,” “further,” “plan,” “seek,”
“intend,” “predict” or “project” and variations of these words or comparable
words or phrases of similar meaning. These forward-looking statements
reflect our current beliefs and expectations with respect to future events and
are based on assumptions and are subject to risks and uncertainties and other
factors outside our control that may cause actual results to differ materially
from those projected. We undertake no obligation to update publicly or review
any forward-looking statement, whether as a result of new information, future
developments or otherwise.
Overview
We
operate as an equipment leasing program in which the capital our partners
invested was pooled together to make investments, pay fees and establish a small
reserve. We primarily acquired equipment subject to lease, purchased equipment
and leased it to third-party end users or financed equipment for third parties
and, to a lesser degree, acquired ownership rights to leased equipment at lease
expiration.
Our
General Partner manages and controls our business affairs, including, but not
limited to, our equipment leases and other financing transactions, under the
terms of our LP Agreement. We entered our liquidation period on June 17,
2007. During our liquidation period, we are selling and will continue
to sell our assets in the ordinary course of business. As we sell our assets,
both rental income and finance income will decrease over time, as will expenses
related to our assets such as depreciation and amortization expense.
Additionally, interest expense should decrease as we reach the expiration of
leases that were financed and the debt is repaid to the lender. As leased
equipment is sold, we will experience both gains and losses on these sales. We
will continue to liquidate our assets during this period and we expect to see a
reduction in revenue and expenses accordingly.
Recent
Significant Transactions
None.
Other
Recent Accounting Pronouncements
There are
no recent accounting pronouncements that are expected to have a significant
impact on our consolidated financial statements as of September 30, 2009. See
Note 2 to our consolidated financial statements for a discussion of accounting
pronouncements that we have recently adopted.
Results
of Operations for the Three Months Ended September 30, 2009 (the “2009 Quarter”)
and 2008 (the “2008 Quarter”)
Revenue
for the 2009 Quarter and the 2008 Quarter are summarized as
follows:
|
Three
Months Ended
|
||||||||||||
|
September 30,
|
||||||||||||
|
2009
|
2008
|
Change
|
||||||||||
|
Rental
income
|
$ | 1,594,091 | $ | 1,594,091 | $ | - | ||||||
|
Finance
income
|
124,650 | 190,311 | (65,661 | ) | ||||||||
|
Loss
from investments in joint ventures
|
(13,726 | ) | (51,498 | ) | 37,772 | |||||||
|
Interest
and other income
|
- | 37 | (37 | ) | ||||||||
|
Total
revenue
|
$ | 1,705,015 | $ | 1,732,941 | $ | (27,926 | ) | |||||
Total
revenue for the 2009 Quarter decreased $27,926, or 1.6%, as compared to the 2008
Quarter. The decrease in total revenue was primarily due to a
decrease in finance income, which will continue as the lease with Global
Crossing Telecommunications, Inc. (“Global Crossing”) matures. This
decrease was offset by a decrease in the loss from investments in joint ventures
from our 50% ownership interest in ICON 126.
Expenses
for the 2009 Quarter and the 2008 Quarter are summarized as
follows:
|
Three
Months Ended
|
||||||||||||
|
September 30,
|
||||||||||||
|
2009
|
2008
|
Change
|
||||||||||
|
Depreciation
and amortization
|
$ | 961,248 | $ | 964,777 | $ | (3,529 | ) | |||||
|
Interest
|
635,479 | 702,058 | (66,579 | ) | ||||||||
|
General
and administrative
|
68,040 | 234,450 | (166,410 | ) | ||||||||
|
Total
expenses
|
$ | 1,664,767 | $ | 1,901,285 | $ | (236,518 | ) | |||||
Total
expenses for the 2009 Quarter decreased $236,518, or 12.4%, as compared to the
2008 Quarter. The decrease in total expenses was primarily
attributable to a decrease in professional fees and operating expenses. The
decrease in interest expense was attributable to a reduction in our outstanding
debt balance during the 2009 Quarter.
Net
Income (Loss)
As a
result of the foregoing factors, the net income for the 2009 Quarter and the net
loss for the 2008 Quarter were $40,248 and ($168,344), respectively. Net
income (loss) per weighted average unit of limited partnership interests for the
2009 Quarter and the 2008 Quarter was $0.05 and ($0.23),
respectively.
Results
of Operations for the Nine Months Ended September 30, 2009 (the “2009 Period”)
and 2008 (the “2008 Period”)
Revenue
for the 2009 Period and the 2008 Period are summarized as follows:
|
Nine
Months Ended
|
||||||||||||
|
September 30,
|
||||||||||||
|
2009
|
2008
|
Change
|
||||||||||
|
Rental
income
|
$ | 4,782,273 | $ | 4,782,273 | $ | - | ||||||
|
Finance
income
|
425,213 | 615,509 | (190,296 | ) | ||||||||
|
Loss
from investments in joint ventures
|
(54,405 | ) | (2,102,349 | ) | 2,047,944 | |||||||
|
Interest
and other income
|
- | 380 | (380 | ) | ||||||||
|
Total
revenue
|
$ | 5,153,081 | $ | 3,295,813 | $ | 1,857,268 | ||||||
Total
revenue for the 2009 Period increased $1,857,268, or 56.4%, as compared to the
2008 Period. The increase in total revenue was primarily attributable to a
decrease of $1,950,000 in the loss from investments in joint ventures from our
50% ownership interest in ICON 126, which recognized an impairment loss of
$3,900,000 in the 2008 Period. ICON 126 did not record a similar
impairment charge in the 2009 Period. The increase in total revenue
was offset by a decrease in finance income, which will continue as the Global
Crossing lease matures.
Expenses
for the 2009 Period and the 2008 Period are summarized as follows:
|
Nine
Months Ended
|
||||||||||||
|
September 30,
|
||||||||||||
|
2009
|
2008
|
Change
|
||||||||||
|
Depreciation
and amortization
|
$ | 2,886,499 | $ | 2,896,729 | $ | (10,230 | ) | |||||
|
Impairment
loss
|
- | 3,888,367 | (3,888,367 | ) | ||||||||
|
Interest
|
1,937,533 | 2,141,410 | (203,877 | ) | ||||||||
|
General
and administrative
|
356,686 | 672,855 | (316,169 | ) | ||||||||
|
Total
expenses
|
$ | 5,180,718 | $ | 9,599,361 | $ | (4,418,643 | ) | |||||
Total
expenses for the 2009 Period decreased $4,418,643, or 46.0%, as compared to the
2008 Period. The decrease in total expenses was primarily attributable to the
impairment charge of approximately $3,900,000 recognized by ICON Aircraft 123,
LLC , a wholly-owned subsidiary (“ICON 123”), in the 2008
Period. ICON 123 did not record a similar impairment charge in the
2009 Period. The decrease in general and administrative expense was primarily
due to a reduction in professional fees and other operating
expenses. The decrease in interest expense was attributable to a
reduction in our outstanding debt balance during the 2009 Period.
Net
Loss
As a
result of the foregoing factors, the net loss for the 2009 Period and the 2008
Period was ($27,637) and ($6,303,548), respectively. Net loss per weighted
average unit of limited partnership interests for the 2009 Period and the 2008
Period was ($0.04) and ($8.43), respectively.
Financial
Condition
This
section discusses the major balance sheet variances at September 30,
2009, compared to December 31, 2008.
Total
Assets
Total
assets decreased $4,571,909, from $53,205,647 at December 31, 2008 to
$48,633,738 at September 30, 2009. The decrease was primarily due to the
depreciation of our leased equipment of $2,863,636, distributions paid to our
partners of $706,725 and the decrease in our net investment in finance lease of
$1,482,052 as a result of the collection of rents receivable from our finance
lease with Global Crossing in the amount of $1,884,403, which was partially
offset by the recognition of unearned income of $425,213 during the 2009
Period.
Current
Assets
Current
assets increased $58,146, from $2,245,054 at December 31, 2008 to $2,303,200 at
September 30, 2009. The increase was primarily due to an increase in
the current portion of our finance lease with Global Crossing during the 2009
Period, which was partially offset by a decrease in cash and cash equivalents
and other current assets.
Total
Liabilities
Total
liabilities decreased $3,837,547, from $44,461,169 at December 31, 2008 to
$40,623,622 at September 30, 2009. The decrease was primarily due to
the repayment of a portion of the outstanding balance on the non-recourse debt
obligation related to ICON 123, and the repayment of a portion of the
outstanding balance on our revolving line of credit.
Current
Liabilities
Current
liabilities decreased $953,137, from $6,144,136 at December 31, 2008 to
$5,190,999 at September 30, 2009. The decrease was primarily due to
the repayment of a portion of the outstanding balance on the revolving line of
credit and a reduction in accrued expenses and other current
liabilities. This decrease was offset by an increase in deferred
revenue related to ICON 123.
Partners’
Equity
Total partners’ equity decreased
$734,362, from $8,744,478 at December 31, 2008 to $8,010,116 at September 30,
2009. During our liquidation period, we have distributed substantially all of
the distributable cash from operations and equipment sales to our partners. We
also recorded a net loss during the 2009 Period.
Liquidity
and Capital Resources
Cash
Flow Summary
At
September 30, 2009 and December 31, 2008, we had cash and cash equivalents of
$49,619 and $167,128, respectively. During our liquidation period, our main
source of cash is expected to be from operating and investing activities from
the sale or disposal of our assets. Our main use of cash during the liquidation
period is expected to be in financing activities in the form of debt repayments
and cash distributions to our partners.
Operating
Activities
Sources
of Cash
Sources
of cash from operating activities increased $116,831, from $1,292,385 in the
2008 Period to $1,409,216 in the 2009 Period. The increase was
primarily due to the collection of our finance lease with Global Crossing, which
was partially offset by a reduction in overall lease activity during our
liquidation period.
Financing
Activities
Uses of Cash
Uses of
cash in financing activities decreased $19,322, from $1,546,047 in the 2008
Period to $1,526,725 in the 2009 Period. The decrease was primarily due to a
reduction in the amount of distributions paid to our partners, partially offset
by the repayment of $820,000 on our revolving line of credit during the 2009
Period. During the 2009 Period and the 2008 Period, we paid
distributions to our partners of $706,725 and $1,542,574,
respectively.
Sources
of Liquidity
We have
non-recourse long-term debt obligations consisting of notes payable in which the
lender has a security interest in our equipment and an assignment of the rental
payments under the lease. In such cases, the lender is being paid directly by
the lessee. The outstanding balance of our non-recourse long-term debt was
$39,349,455 and $42,346,303 at September 30, 2009 and December 31, 2008,
respectively. Our revolving line of credit had $22,375,000 available
as of September 30, 2009 for additional working capital. Our existing
leases have funded, and we anticipate will continue to fund, these
obligations.
During
our liquidation period, our primary use of cash has been, and we expect will
continue to be, debt repayments and distributions to our partners. We, at our
General Partner’s discretion, paid monthly distributions to each of our partners
beginning the first month after each such partner was admitted through the end
of our reinvestment period on June 16, 2007. During our liquidation period, we
plan to make distributions in accordance with the terms of our LP Agreement. We
expect that distributions made during the liquidation period will vary,
depending on the timing of the sale of our assets, our receipt of rental income,
and income from our investments. We paid distributions to our limited partners
and our General Partner during the 2009 Period of $699,659 and $7,066,
respectively.
Our
General Partner believes that the cash we currently have available, the cash
being generated from our remaining leases, and the proceeds we expect to receive
from equipment and asset sales will be sufficient to continue our operations
into the foreseeable future. However, our ability to generate cash in
the future is subject to general economic, financial, competitive, regulatory
and other factors that affect us and our lessees’ businesses that are beyond our
control.
Commitments and Contingencies and
Off-Balance Sheet Transactions
Commitments
and Contingencies
At
September 30, 2009, we had both non-recourse and recourse debt obligations. The
lender has a security interest in the equipment related to each non-recourse
debt instrument and an assignment of the rental payments under the lease
associated with the equipment. In that case, the lender is being paid directly
by the lessee. If the lessee defaults on the lease, the equipment would be
returned to the lender in extinguishment of the non-recourse debt. At September
30, 2009, our outstanding non-recourse debt obligations were $39,349,455. We are
a party to the revolving line of credit discussed in the “Sources of Liquidity”
section above. We had $365,000 of borrowings under the Facility at September 30,
2009.
Off-Balance
Sheet Transactions
None.
There are
no material changes to the disclosure related to this item since the filing of
our Annual Report on Form 10-K for the year ended December 31,
2008.
Evaluation of disclosure controls
and procedures
In
connection with the preparation of this Quarterly Report on Form 10-Q for the
three months ended September 30, 2009, as well as the financial statements for
our General Partner, our General Partner carried out an evaluation, under the
supervision and with the participation of the management of our General Partner,
including its Co-Chief Executive Officers and Chief Financial Officer, of the
effectiveness of the design and operation of our General Partner’s disclosure
controls and procedures as of the end of the period covered by this Report
pursuant to the Securities Exchange Act of 1934. Based on the foregoing
evaluation, the Co-Chief Executive Officers and the Chief Financial Officer
concluded that our General Partner’s disclosure controls and procedures were
effective.
In
designing and evaluating our General Partner’s disclosure controls and
procedures, our General Partner recognized that disclosure controls and
procedures, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the disclosure
controls and procedures are met. Our General Partner’s disclosure controls and
procedures have been designed to meet reasonable assurance standards. Disclosure
controls and procedures cannot detect or prevent all error and fraud. Some
inherent limitations in disclosure controls and procedures include costs of
implementation, faulty decision-making, simple error and mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of the controls. The
design of any system of controls is based, in part, upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all anticipated and
unanticipated future conditions. Over time, controls may become inadequate
because of changes in conditions, or the degree of compliance with established
policies or procedures.
Evaluation
of internal control over financial reporting
There
have been no changes in our internal control over financial reporting during the
three months ended September 30, 2009 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
In the
ordinary course of conducting our business, we may be subject to certain claims,
suits and complaints filed against us. In the opinion of management,
the outcome of such matters, if any, will not have a material impact on our
consolidated financial position or results of operations. We are not aware of
any material legal proceedings that are currently pending against us or against
any of our assets.
There
have been no material changes from the risk factors disclosed in “Item 1A. Risk
Factors” of our Annual Report on Form 10-K for the year ended December 31,
2008.
There
were no units of limited partnership interests sold or redeemed during the three
months ended September 30, 2009.
Not
applicable.
No
matters were submitted to a vote of security holders during the three months
ended September 30, 2009.
Not
applicable.
|
3.1
|
Amended
and Restated Agreement of Limited Partnership of Registrant (Incorporated
by reference to Exhibit 4.1 to Registrant’s Post-Effective Amendment No. 6
to Form S-1 Registration Statement No. 333-54011 dated May 19,
2000).
|
|
4.1
|
Certificate
of Limited Partnership of Registrant (Incorporated by reference to Exhibit
4.3 to Registrant’s Post-Effective Amendment No. 6 to Form S-1
Registration Statement No. 333-54011 dated May 19,
2000).
|
|
10.1
|
Commercial
Loan Agreement, by and between California Bank & Trust, ICON Income
Fund Eight B L.P., ICON Income Fund Nine, LLC, ICON Income Fund Ten, LLC
and ICON Leasing Fund Eleven, LLC, dated August 31, 2005 (Incorporated by
reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated
August 31, 2005).
|
|
10.2
|
Loan
Modification Agreement, by and between California Bank & Trust and
ICON Income Fund Eight B L.P., ICON Income Fund Nine, LLC, ICON Income
Fund Ten, LLC and ICON Leasing Fund Eleven, LLC, dated December 26, 2006
(Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report
on Form 8-K dated December 26,
2006).
|
|
10.3
|
Loan
Modification Agreement, by and between California Bank & Trust and
ICON Income Fund Eight B L.P., ICON Income Fund Nine, LLC, ICON
Income Fund Ten, LLC, ICON Leasing Fund Eleven, LLC and ICON Leasing Fund
Twelve, LLC, dated June 20,
2007.
|
|
10.4
|
Third
Loan Modification Agreement, by and between California Bank & Trust
and ICON Income Fund Eight B L.P., ICON Income Fund Nine, LLC, ICON Income
Fund Ten, LLC, ICON Leasing Fund Eleven, LLC and ICON Leasing Fund Twelve,
LLC, dated as of May 1, 2008 (Incorporated by reference to Exhibit 10.4 to
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2008, filed May 15, 2008).
|
|
10.5
|
Fourth
Loan Modification Agreement, by and between California Bank & Trust
and ICON Income Fund Eight B L.P., ICON Income Fund Nine, LLC, ICON Income
Fund Ten, LLC, ICON Leasing Fund Eleven, LLC, ICON Leasing Fund Twelve,
LLC and ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P.,
dated August 12, 2009 (Incorporated by reference to Exhibit 10.1 to
Registrant’s Current Report on Form 8-K dated August 12,
2009).
|
|
31.1
|
Rule
13a-14(a)/15d-14(a). Certification of Co-Chief Executive
Officer.
|
|
31.2
|
Rule
13a-14(a)/15d-14(a). Certification of Co-Chief Executive
Officer.
|
|
31.3
|
Rule
13a-14(a)/15d-14(a). Certification of Chief Financial
Officer.
|
|
32.1
|
Certification
of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
32.2
|
Certification
of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
32.3
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacity and on the dates indicated.
ICON
Income Fund Eight B L.P.
(Registrant)
By: ICON
Capital Corp.
(General
Partner of the Registrant)
November
5, 2009
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By:
/s/ Mark
Gatto
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Mark
Gatto
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Co-Chief
Executive Officer and Co-President
(Co-Principal
Executive Officer)
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November
5, 2009
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By:
/s/ Michael A.
Reisner
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Michael
A. Reisner
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Co-Chief
Executive Officer and Co-President
(Co-Principal
Executive Officer)
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November
5, 2009
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By:
/s/
Anthony J. Branca
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Anthony
J. Branca
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Chief
Financial Officer
(Principal
Accounting and Financial
Officer)
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20
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